These General Terms and Conditions of Use of the Infiniform® Library (hereinafter referred to as the “General Terms and Conditions”) are applicable to the use of the Infiniform® Library provided by PRG Projects NV, a public limited liability company under Belgian law with enterprise number 0462.106.218 and office at John Cordierlaan 11, 8400 Oostende (Belgium) (hereinafter referred to as “PRG”). 

These General Terms and Conditions constitute a binding legal agreement between you, the user (hereinafter referred to as “User”), and PRG.

These General Terms and Conditions govern the User's access to, and use of, the Infiniform® Library and all related content provided therein.

BY REGISTERING FOR, ACCESSING, OR USING THE INFINIFORM® LIBRARY, YOU SIGNIFY YOUR UNCONDITIONAL ACCEPTANCE OF ALL THESE GENERAL TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT REGISTER FOR, ACCESS, OR USE THE INFINIFORM® LIBRARY.

1. Definitions 

1.1 In these General Terms and Conditions, the following capitalized terms, whether used in the singular or plural, shall have the meanings set forth below: 

“Data Protection Legislation”
The legislation applicable to the processing of personal data, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation – GDPR), the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, and all other laws, regulations, and sectoral guidelines governing the protection of Data Subjects in relation to the processing and security of Personal Data, as amended from time to time, insofar as relevant to the parties;

“Design”
The scenic or stage design created by the User through the arrangement and composition of the Licensed Materials in the Infiniform® Library;

“Infiniform® Library”
The modular scenic platform, called the Infiniform® Library and designed by PRG, accessible via the designated URL, through which PRG provides the Licensed Materials;

“Intellectual Property Rights”

All intellectual property and proprietary rights, whether registered or unregistered, including but not limited to copyrights, design rights, database rights, patents, trade names, trademarks, know-how, trade secrets, and all other intangible property rights, and all related rights, including but not limited to the rights to use, prosecute, register, and enforce them; 

“Licensed Materials”
 All 3D files (in any format, e.g., .stp, .skp), drawings, templates, software components, step-by-step build sequences, visual guides, templates for video pods, risers, walls, stage decks, documentation and any other digital content made available to the User through the Infiniform® Library;

“Personnel”
Any natural or legal person who performs work for the User under an employment agreement, a services agreement, or pursuant to a subcontract. 

2.  Acceptance and applicability 

2.1 By logging into the Infiniform® Library, the User represents and warrants that he has read and understood these General Terms and Conditions in their entirety, and that he agrees to their contents and to their application. 

2.2 PRG reserves the right to amend these General Terms and Conditions at any time, with any amended version becoming applicable to the User’s use of the Infiniform® Library ten (10) calendar days after notification to the User by e-mail or through a notification within the Infiniform® Library. Continued use of the Infiniform® Library after such notification constitutes acceptance of the amended terms.

2.3 No later than at the time of providing the login code for the Infiniform® Library, PRG shall deliver these General Terms and Conditions to the User by e-mail. In any event, the User can always consult these General Terms and Conditions at this link.

2.4 Deviations from these General Terms and Conditions are only possible with the prior, express, and written agreement of PRG. 

3. Access of the Infiniform® Library

3.1 Each User will be provided with a single-use download link enabling access to the Infiniform® Library. Once this link has been used, any subsequent access to the Infiniform® Library must be requested to PRG and may be granted at PRG’s sole discretion. 

3.2 The User may solely grant access to the Infiniform® Library to its Personnel. The User is responsible for its Personnel’s use of the Infiniform® Library. 

3.3 The User’s login credentials are strictly personal and confidential. 

4. Use of the Infiniform® Library

4.1 The User is solely responsible for all activities that occur under his account and agrees to notify PRG immediately of any unauthorized use or security breach.  

4.2 Subject to the terms and conditions of these General Terms and Conditions, PRG grants the User a limited, personal, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Licensed Materials. This license is granted for the sole, exclusive and limited purpose of creating Designs that are intended to be executed in collaboration with PRG.

4.3 The User shall not, and shall not permit any third party to:
a) use the Licensed Materials and Design for any project that is not developed with the explicit intention of being produced or executed by or in partnership with PRG;
b) sell, rent, lease, sublicense, copy, redistribute, or otherwise transfer the Licensed Materials and Design to any third party without prior written permission from PRG;
c) remove, alter, or obscure any proprietary notices, trademarks, labels, or watermarks on the Licensed Materials and Design;
d) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Infiniform® Library or the Licensed Materials;
e) use the Licensed Materials and Design to create, develop, or support any system, product, or service that competes with PRG or the Infiniform® Library.

5. Inspection rights and suspension 

5.1 PRG reserves the right to record and retain all actions performed by the User and/or its Personnel within the Infiniform® Library.

5.2 PRG may suspend the use by the User of the Infiniform® Library in whole or in part in the following circumstances:
a) if the use of the Infiniform® Library represents a direct or indirect threat to PRG’s network function or integrity, to PRG’s Intellectual Property Rights or to PRG’s or a third party’s use of the Infiniform® Library; and/or
b) if reasonably necessary to prevent unauthorised access to the data entered, obtained and/or processed by using the Infiniform® Library; and/or 
c) to the extent necessary to comply with legal requirements; and/or 
d) if the User breaches any of the provisions of the present General Terms and Conditions.

5.3 Any suspension of the Infiniform® Library pursuant to the previous article shall continue to have effect for as long as reasonably necessary to address the issues giving rise to the suspension.

6. Updates 

6.1 PRG reserves the right to, at any time and at its sole discretion, update, modify, or otherwise change the Infiniform® Library, including, without limitation, by removing certain Licensed Materials therefrom, without prior notice and without incurring any liability. PRG shall notify the User upon the release of any such updates. 

7. Notice 

7.1 If the User becomes aware that unauthorized third parties have access to the Infiniform® Library, or that its Personnel is using the Infiniform® Library in breach of these General Terms and Conditions, the User is obligated to notify PRG immediately. 

8. Data Protection 

8.1 PRG and the User agree to comply with the Data Protection Legislation. 

8.2 To the extent the User provides PRG with personal data, or PRG otherwise processes personal data, PRG undertakes to handle the personal data of the User in accordance with the provisions of the applicable Data Protection Legislation. 

9. Intellectual Property Rights 

9.1 The Intellectual Property Rights in and to the Infiniform® Library, the Licensed Materials and Design are and shall remain the exclusive property of PRG. These General Terms and Conditions do not grant the User any Intellectual Property Rights, nor does it in any way constitute a transfer or assignment of such Intellectual Property Rights to the User.

9.2 The User is not allowed to remove or modify any notices concerning the Intellectual Property Rights on the Infiniform® Library, the Licensed Materials and Design.

10. Confidentiality 

10.1 The Licensee shall treat as strictly confidential all non-public information disclosed by PRG, including, but not limited to, access codes, all Licensed Materials, technical drawings, and commercial offers (“Confidential Information”). The Licensed Materials are deemed a trade secret of PRG.

10.2 The User agrees to:
a) use Confidential Information exclusively for the purpose of designing projects in collaboration with PRG;
b) not disclose, copy, or distribute Confidential Information to any third party without PRG’s prior written consent;
c) protect Confidential Information from unauthorized access with a reasonable degree of care.

10.3 This obligation of confidentiality shall survive the termination of this Agreement.

11. Warranties and User responsibility

11.1 The Infiniform® Library is provided to the User by PRG on an “as is” basis, without any guarantee that the Infiniform® Library will operate uninterruptedly, error-free, free from viruses or other harmful components, or without defects, or that any defects in the Infiniform® Library will always be remedied.

11.2 The Licensed Materials are provided for visualization purposes only. Any Design created using these materials must be validated by PRG's engineering department or a qualified third-party engineer before any physical construction or use to ensure structural integrity, safety, and feasibility. PRG accepts no liability for designs that have not undergone such validation.

11.3 The User is solely responsible for obtaining and maintaining adequate hardware, software (including up-to-date antivirus protection and firewalls), and a stable internet connection necessary to access and use the Infiniform® Library.

12. Liability

12.1 The User is solely liable for and shall indemnify PRG and hold PRG harmless for any and all claims, causes of action, costs, damages, losses, liabilities and expenses (including without being limited thereto all reasonable attorney’s fees and costs) arising out of or in connection with: 
a) the (use of) data the User entered, obtained and/or processed through or by using the Infiniform® Library; or
c) any use of the Infiniform® Library in combination with any (inappropriate or unsuitable) hardware or software not provided by PRG; or
d) any breach of the present General Terms and Conditions, or of any legal provisions or obligations by the User.
12.2 The User agrees to indemnify, defend, and hold harmless PRG and its affiliates, directors, and employees from and against any and all claims, liabilities, damages, losses, and costs (including reasonable attorney's fees) arising out of or related to:
a) the User’s breach of any term of these General Terms and Conditions;
b) the User’s negligent, unauthorized, or unlawful use of the Infiniform® Library, the Licensed Materials or Design.

12.3 To the maximum extent permitted by applicable law, PRG shall not be liable for any indirect, incidental, special, or consequential damages (including but not limited to loss of data, loss of profits, business interruption, or reputational damage) arising from or related to the use of the Infiniform® Library by the User(‘s Personnel). 

13. Termination rights

13.1 Present General Terms and Conditions shall have effect for an indefinite period, with the possibility for PRG or the User to terminate the General Terms and Conditions at all times with a written notice of one (1) week.

13.2 In the event the User commits a material breach regarding any of the provisions or obligations under the present General Terms and Conditions, PRG may terminate the General Terms and Conditions with immediate effect upon providing notification thereof to the User. 

13.3 A material breach occurs, amongst others, if:
a) the User infringes the rights of PRG and/or third parties, for example the Intellectual Property Rights; 
b) the User uses the Infiniform® Library for unlawful or illegal purposes; 
d) the User uses the Infiniform® Library in such a way that the Infiniform® Library is damaged, modified, interrupted or made less efficient in any way.

14. Severability 

14.1 If any provision (or part thereof) of these General Terms and Conditions is unenforceable or conflicts with any mandatory law, this shall not affect the validity and enforceability of the other provisions of these General Terms and Conditions, nor the validity and enforceability of the part of the relevant provision that is enforceable or does not conflict with mandatory law. In such event, the invalid, void, or unenforceable provision (or the relevant part thereof) shall be deemed automatically replaced by a valid and enforceable provision that, to the greatest extent possible, has the same legal and economic effect and most closely reflects the purpose and intent of the original provision.

15. No Waiver 

15.1 In the event of non-performance or improper performance by the User of one or more obligations in these General Terms and Conditions, any failure by PRG to (immediately) respond or to (immediately) expressly demand proper performance, or to invoke any right arising under these General Terms and Conditions or applicable law, shall not constitute a waiver or relinquishment of PRG’s right to later rely on the non-performance, improper performance, and/or the unperformed obligation(s) by the User.

16. Governing Law and Dispute Resolution

16.1 Any and all disputes or disagreements arising out or in connection with the validity, interpretation or performance of the obligations set out in these General Terms and Conditions, which cannot be resolved amicably, shall be submitted to the exclusive jurisdiction of the competent courts located in Ghent.

16.2 The validity, interpretation and performance of the obligations set out in these General Terms and Conditions shall be governed exclusively by Belgian law, to the exclusion of private international law.